Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and state how it
was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials:

☐

Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or
schedule and the date of its filing.

You are cordially invited to attend
the 2018 Annual Meeting of Stockholders of Walker Innovation Inc.
at 10:00 a.m. local time, on Thursday, May 3, 2018 at Five High
Ridge Park, Stamford, CT 06905.

The Notice of Meeting and Proxy Statement on the
following pages describe the matters to be presented at the Annual
Meeting.

Whether or not you attend, it is important that your
shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy
by signing, dating, and returning the enclosed proxy card in the
enclosed envelope, which requires no postage if mailed in the
United States. Instructions regarding how you can vote are
contained on the proxy card. If you decide to attend the Annual
Meeting, you will be able to vote in person, even if you have
previously submitted your proxy.

The Annual Meeting of Stockholders (the "Annual Meeting") of WALKER INNOVATION INC., a Delaware
Corporation (the "Company"), will be held at Five High Ridge Park,
Stamford, CT 06905 on Thursday, May 3, 2018 at 10:00 a.m. local
time, for the following purposes:

1.

To elect five Nominees as
Directors to serve until the 2019 Annual Meeting of Stockholders,
or until their respective successors shall have been duly elected
and qualified;

2.

To ratify the appointment of Marcum, LLP as the
independent auditors of the Company for the fiscal
year ending December 31, 2018; and

3.

To consider and take action upon such other matters
as may properly come before the meeting or any adjournment or
postponement thereof.

The Board of Directors set March 15,
2018 as the record date for the meeting. This means that owners of
record of shares of Common Stock and Series B Convertible Preferred
Stock of the Company as of close of business on that date are
entitled to:

●

receive this notice of the meeting; and

●

vote at the meeting and any
adjournments or postponements of the meeting.

We will make available a list of stockholders of
record as of the close of business on March 15,
2018 for inspection for any purpose germane to the meeting during
normal business hours from April 23 through May 2, 2018 at the
Company's principal place of business, Two High Ridge Park,
Stamford, CT 06905. This list will also be available to
stockholders for any such purpose at the meeting.

March 26, 2018
Stamford, CT

By Order of the Board of Directors,

Jonathan A. Siegel

Chief Executive Officer and Secretary

It is important that your shares be represented
regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting in
person, we urge you to vote your shares as described in the
enclosed materials. You may sign, date and mail the proxy card in
the enclosed return envelope. Submitting your proxy now will not
prevent you from voting your shares at the Annual Meeting if
you desire to do so, as your proxy is revocable at your
option.

This summary highlights information contained
elsewhere in this Proxy Statement. This summary does not contain
all of the information that you should consider,
and you should read the entire Proxy Statement before
voting.

The Audit Committee has selected Marcum, LLP to
serve as our independent accountants for the year
ending December 31, 2018. The Audit Committee and the Board believe
that the continued retention of Marcum, LLP to serve as the
independent auditors is in the best interests of the Company and
its stockholders.

This Proxy Statement is furnished in connection with
the solicitation of proxies on behalf of the Board of Directors of
Walker Innovation Inc. (the "Company," "Walker
Innovation," "we," "us," or "our") for the Annual Meeting of
Stockholders to be held on May 3, 2018 at Five High Ridge Park,
Stamford, CT 06905, at 10:00 a.m., local time and at any
adjournment or postponement of the meeting.

This Proxy Statement and the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2017 will be mailed to our stockholders on or about
March 29, 2018.

All properly executed written proxies that are
delivered pursuant to this solicitation will be voted at the
meeting in accordance with the directions given in the proxy,
unless the proxy is revoked prior to completion of voting at the
Annual Meeting. Written notice of such revocation
should be forwarded directly to Joanne Gray, Assistant Secretary,
Walker Innovation Inc., Two High Ridge Park, Stamford, CT
06905.

Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting:

The Notice & Proxy Statement, Annual Report on
Form 10-K are available at http://www.astproxyportal.com/ast/19637.

Questions and Answers
about the 2018 Annual Meeting of
Stockholders

Who is entitled to vote at the Annual Meeting?

The record date of the Annual
Meeting is March 15, 2018 (the "Record Date"). Only stockholders of
record of shares of Common Stock or Series B Convertible Preferred
Stock at the close of business on Record Date are entitled to
receive notice of and vote at our Annual Meeting. Each share of the
Company's Common Stock entitles its holder to one vote on any
matter submitted to the stockholders. The holders of the shares of
Series B Convertible Preferred Stock will vote together with the
Common Stock on all matters where stockholders are entitled to
vote. The holders of shares of Series B Convertible Preferred Stock
are entitled to cast an aggregate of 80% of the total votes that
may be cast with respect to any such matter. As of the Record Date
there were 20,094,314 shares of Common Stock and 14,999,000 shares
of Series B Convertible Preferred Stock outstanding.

What is the difference between holding shares as a
stockholder of record and as a beneficial owner?

If your shares are registered directly in your name
with the Company's transfer agent, American Stock
Transfer and Trust Company, LLC ("AST"), you are considered a
stockholder of record with respect to those shares. If your shares
are held in a bank or brokerage account, you are considered the
"beneficial owner" of those shares.

What different methods can I use to
vote?

ByWrittenProxy. All stockholders
of record can vote by written proxy card. If you do not wish to
vote in person or you will not be attending the Annual Meeting, you
may vote by proxy. To vote by proxy using the enclosed proxy card,
please complete, sign and date your proxy card and return it
promptly in the enclosed envelope, which requires no postage if
mailed in the United States. If you vote by proxy, your vote must
be received by 12:00 p.m. Eastern Time on May 2, 2018 to be
counted. If you submit a proxy without giving instructions, your
shares will be voted as recommended by the Board of
Directors.

If you are a beneficial owner, you will receive
voting instructions from your bank or brokerage firm describing the
available processes for voting your stock. If you do not give
voting instructions to your bank or brokerage firm, your broker may
only vote your shares for you on any discretionary
items of business to be voted upon at the Annual Meeting, i.e. the
ratification of the appointment of Marcum, LLP (Item 2).

InPerson. All stockholders of record may vote in
person at the Annual Meeting. If you are a beneficial owner and
want to vote your shares at the Annual Meeting, you will need to
ask your bank, brokerage firm or nominee to furnish you a legal
proxy. You will need to present a properly executed legal proxy for
examination by the inspector of elections at the Annual Meeting
before you will be able to vote the shares you beneficially own at
the Annual Meeting.

ImportantConsiderationforbeneficialowners. You must instruct
your bank or brokerage firm if you want your shares to be counted
in the Election of Directors at the Annual Meeting (Item 1). Please
follow the instructions provided by your broker so that your vote
can be counted.

The holders of record of a majority of the voting
power of all the then outstanding shares entitled
to vote at the Annual Meeting, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at
the Annual Meeting. Abstentions, broker-non votes and votes
withheld are included in the count to determine a
quorum.

WhatifaquorumisnotrepresentedattheAnnualMeeting? In
the event that a quorum does not exist, the Executive Chairman or
the holders of a majority of the votes entitled to be cast by the
stockholders who are present in person or by proxy may adjourn the
meeting. At a subsequent meeting at which a quorum is present, any
business may be transacted which might have been transacted at the
meeting as originally called.

What are my voting choices for each of the
proposals to be
voted on at the 2018Annual Meeting of Stockholders and what
are the voting standards?

Proposal

Voting Choices and Board
Recommendation

Voting Standard

Item 1.

Election of Directors

●vote in favor of all Nominees;

●vote in favor of specific Nominees;

●vote against all Nominees;

●vote against specific Nominees;

●withhold a vote with respect to all Nominees;
or

●withhold a vote with respect to specific
Nominees

The Board Recommends a vote FOR each of the Director
Nominees.

Plurality of Votes Cast*

Item2.

Ratification of

Appointment of

Marcum, LLP as

Independent Auditors

●vote in favor of the ratification;

●vote against the ratification; or

●abstain from voting on the ratification

The Board Recommends a vote FOR the
ratification.

Majority of Votes Cast

*

In the election of Directors (Item 1), shares
present at the Annual Meeting that are not voted for a particular
Nominee, broker non-votes, and shares present by proxy where the
stockholder withholds authority to vote for the Nominee will not be
counted toward the Nominee's achievement of a plurality.

Abstentions and broker non-votes, while not counted
as votes cast for the proposals, will have the practical effect of
reducing the number of votes in favor of such proposals.

We know of no other business that will be presented
at the Annual Meeting. If any other matter properly comes before
the stockholders for a vote at the Annual Meeting, the proxy
holders will vote your shares in accordance with their best
judgment.

What if I am a stockholder of record and do not
specify a choice for a matter when returning a proxy?

Stockholders should specify their choice for each
matter on the proxy card. If no specific instructions are given,
proxies which are signed and returned will be
voted:

●

FOR the election of all Director Nominees as set
forth in this Proxy Statement;

●

FOR the proposal to ratify the appointment of
Marcum, LLP as Independent Auditors.

What if I am a beneficial owner and do not give
voting instructions to my broker?

As a beneficial owner, in order to ensure your
shares are voted in the way you would like, you must provide voting
instructions to your bank, broker or other nominee by the deadline
provided in the materials you receive from our bank, broker
or other nominee. If you do not provide voting
instructions to your bank, broker or other nominee, whether your
shares can be voted by such person depends on the type of item
being considered for vote.

Non-discretionaryItems. The election of Directors (Item 1) is a
non-discretionary item and may not be voted on by brokers, banks or
other nominees who have not received specific voting instructions
from beneficial owners.

DiscretionaryItems. The ratification of the appointment of
Marcum, LLP as Independent Auditors (Item 2) is a discretionary
item. Generally, banks, brokers and other nominees that do not
receive voting instructions from beneficial owners may vote on this
proposal in their discretion.

What can I do if I change my mind after I
vote my shares?

You may revoke any proxy by notifying us using any
of the following methods: (i) written notice should be forwarded
directly to Joanne Gray, Assistant Secretary,
Walker Innovation Inc., Two High Ridge Park, Stamford, CT 06905;
(ii) by voting a subsequent proxy; or (iii) in person at the Annual
Meeting.

Tabulation of Votes

The votes received by proxy will be tabulated and
certified by our transfer agent, AST. All other
votes will be tabulated by an inspector of election at the
meeting.

ELECTION OF DIRECTORS
(Item 1)

Upon recommendation of the Nominating Committee, the
Board of Directors has nominated each of Jay S. Walker, Jonathan
Ellenthal, Jonathan A. Siegel, Nathaniel J.
Lipman, and Richard J. Salute for election as Director. Nathaniel
J. Lipman and Richard J. Salute are considered independent under
the independence standards of NASDAQ and applicable Securities and
Exchange Commission ("SEC") rules. There are no family
relationships among any of our Named Executive Officers, Directors
and key employees.

All of the Director Nominees currently serve on the Board of Directors and were elected by
stockholders at the 2017 Annual Meeting of Stockholders. If
elected, each Nominee will hold office until the 2019 Annual
Meeting of Stockholders and until his or her successor is elected
and qualified.

Each of the Director Nominees has consented to being
named in this Proxy Statement and to serve if
elected. We have no reason to believe that any of the Director
Nominees will be unable or unwilling to serve if elected. However,
if any Director Nominee should become unable for any reason or
unwilling for good cause to serve, the persons named in the proxy
have advised that they will vote for the election of such person or
persons as shall be designated by the Board of
Directors.

The Board of Directors recommends a vote FOR
each Nominee as a Director to hold
office until the
2019Annual Meetingof
Stockholders. Proxies received by the Board will be
so voted unless a contrary choice is
specified in the proxy.

Director Nominees

Name

Age

Director
Since

Position

Jay S. Walker

62

2013

Executive Chairman of the Board of Directors

Jonathan Ellenthal

52

2013

Vice Chairman of the Board of Directors

Jonathan A. Siegel

60

2017

Chief Executive Officer and Director

Nathaniel J. Lipman

53

2013

Director

Richard J. Salute

72

2015

Director

Jay S. Walker, Executive
Chairman of the Board of Directors, is Chairman of Walker Digital, LLC, ("Walker Digital")
which he founded in 1994. He is widely known as the founder of
priceline.com, which brought a new level of value to the travel
industry and its millions of customers. Mr. Walker is also the
co-founder and Director of The TEDMED Foundation ("TEDMED"), a
global community of people from every field who are passionate
about the future of health and medicine (TEDMED is the sole
independent licensee of the TED organization). In addition, he is
the co-founder, Chairman and CEO of The Upside Travel Company, LLC
("Upside"), a business travel company he founded in 2015, and
Chairman of Walker Digital Table Systems, LLC ("WDTS"), a gaming
technology company. Concurrently, Mr. Walker is a member of several
organizations that promote innovative solutions to global problems,
including The President's Circle of the National Academies
(comprising the National Academy of Sciences; the National Academy
of Engineering; the National Academy of Medicine; and the National
Research Council); and the Atlantic Council as a member of the
Board of Directors. Mr. Walker is also founder, curator and owner
of The Library of the History of Human Imagination; he is actively
involved with Cornell University as the co-chairman of its Library
Campaign. Mr. Walker received his Bachelor of Arts in Industrial
Relations, Cornell University, New York, in 1978 and an Honorary
Doctorate of Science from Cazenovia College, New York in
2011.

Jonathan Ellenthal, Vice Chairman of the Board
of Directors, was our Chief Executive
Officer from September 2013 until February 2017. Mr. Ellenthal was
the Chief Executive Officer of Walker Digital Management, LLC, a
wholly-owned subsidiary of Walker Digital from 2008 to 2013. His
operating responsibilities included collaborating with Mr. Walker
on all new business designs and the strategic direction of Walker
Digital. Since early 2011, Mr. Ellenthal has also been a Partner in
TEDMED. As the exclusive licensee of the globally recognized TED
brand for the field of health and medicine, TEDMED focuses entirely
on innovation and breakthrough thinking in service of a healthier
future. Mr. Ellenthal is a Co-Founder and member of the Board of
Managers of Upside and Vice Chairman of WDTS. Prior to joining
Walker Digital in 2008, Mr. Ellenthal was the Chief Executive
Officer of Synapse Group, Inc. ("Synapse"), a direct marketing
subsidiary of Time Inc., and served in a variety of senior
leadership roles at Synapse before becoming Chief Executive
Officer. From 2011 to 2014, he was a member of the Board of
Directors of Affinion Group, Inc.. Mr. Ellenthal is a Trustee of
the Wilton Family Y in Wilton, Connecticut, and a board member of
the local chapter of YPO Gold. He holds a B.A. from Wesleyan
University in Middletown, Connecticut.

Jonathan A. Siegel, Chief Executive Officer
and Secretary, joined the Company in
February 2014, as Chief Administrative Officer, General Counsel and
Secretary. He was elected President, Chief Legal Officer and
Secretary in May 2016 and Chief Executive Officer and Secretary on
February 3, 2017. Prior to joining the Company he was Investment
Manager and Legal Counsel for Bentham Capital, LLC, a litigation
finance company providing funding for large commercial and patent
disputes, from March 2013 to January 2014, and a consultant from
November 2012 to February 2013. He served as Chief Administrative
Officer, General Counsel and Chief Privacy Officer of Alclear, LLC,
a biometric secure identification service, from June 2010 to June
2012. From March 2009 to April 2011 he served as Mayor of
Irvington, New York and served as Trustee of Irvington prior to his
election as Mayor. He received his BA from Colgate University in
1979 and his JD from The University of Chicago Law School in
1983.

Nathaniel J. Lipman, Director, was the
Executive Chairman of Affinion Group, Inc. ("Affinion") from
September 2012 to November 2015 and served as a director from
October 2005 until November 2015. He joined Affinion (formerly
known as Cendant Marketing Group) in June 1999 and worked in
various positions, including executive officer positions with
increasing responsibility, which culminated in his appointment as
President and Chief Executive Officer in October 2005. Prior to
joining Affinion, Mr. Lipman was Senior Executive Vice President,
Corporate Development and Strategic Planning for Planet Hollywood
International Inc., Senior Vice President and General Counsel of
House of Blues Entertainment, Inc. and Senior Corporate Counsel at
The Walt Disney Company. He also worked as an attorney at Skadden,
Arps, Slate, Meagher and Flom, LLP. Mr. Lipman is currently serving
as a Director ofTrusted Media Brands,
Inc., Exela Technologies, Inc., Diamond Resorts International, Inc.
and Redbox Automated Holdings, LLC. Additionally, within the past
five years Mr. Lipman served as a Director of Affinion, Affinion
Group Holdings, Inc., Evertec, Inc., RDA Holdings, Inc., and
Novitex Enterprises, Inc. Mr. Lipman also served on the Board of
Managers of Walker Digital Holdings, LLC from March 2013 to
September 2013 and was a Founding Member of the Board of Managers
of Upside from December 2015 to March 2016.

Richard J. Salute, Director,was the Chief Financial Officer of Pavmed, Inc. (a
medical device company), from June 2014 to June 2015. From 2004 to
2013, Mr. Salute served as an Office Managing Partner at Cohn
Reznick and served as the Capital Markets and SEC Practice Director
prior to his retirement in April 2013. Mr. Salute is a consultant
to Cohn Reznick on the Jobs Act, including Crowd Funding matters.
Prior to 2004, Mr. Salute spent over 28 years at Andersen LLP, a
global accounting firm managing complex audits for both public and
private companies. In addition to his client responsibilities he
started three businesses for the firm: the Enterprise Group (NY
Metropolitan Area), the Technology Practice (New York Office), and
the Bankruptcy and Corporate Recovery Practice (nationwide). Mr.
Salute currently serves on the Board of Directors and is the
Chairman of the Audit Committee of Newtek Business Services Corp.
Mr. Salute holds a bachelor's of business administration (cum
laude) from Adelphi University.

Director Experience, Qualifications, Attributes and
Skills

We believe that the backgrounds and qualifications
of our Directors, considered as a group, should provide a composite
mix of experience, knowledge and abilities that
will allow the Board of Directors to fulfill its responsibilities.
The Board of Directors is composed of a diverse group of leaders in
their respective fields. Our Directors have other experience that
makes them valuable members, such as prior public policy experience
or regulatory experience that provides insight into issues faced by
companies.

●

Jay S. Walker.The Board
believes that Mr. Walker will provide the Board, by virtue of his
extensive experience as an innovator and entrepreneur, with
valuable industry insight, leadership and business
knowledge.

●

Jonathan Ellenthal.The
Board believes that Mr. Ellenthal's strategic vision and ability to
realize new business avenues will be vital to the success of future
Company initiatives.

●

Jonathan A. Siegel. The Board believes that Mr. Siegel's experience as
an executive in a broad range of industries, prior service as an
elected official and over 30 years practicing corporate law will
provide the Board with valuable insight with respect to leadership,
executive management and legal matters.

●

Nathaniel J. Lipman. The Board believes that Mr. Lipman's executive
leadership experiences will provide the Board with a crucial
perspective on the fruition of future business
opportunities.

Richard J. Salute. The Board believes that, as a result of Mr.
Salute's financial background, as well as his service of publicly
traded companies as an Audit Partner in both national and
internationally recognized firms, he possesses a valuable ability
to assess financial issues in a highly competitive business
atmosphere. The Board values Mr. Salute's knowledge as a former
Audit Partner for public reporting companies and financial
sophistication from his over forty years of finance
experience.

ADDITIONAL INFORMATION REGARDING THE BOARD OF
DIRECTORS

Walker Digital holds more than 50% of the voting
power of the outstanding voting stock of the Company. As a result, the Company is a "controlled company"
under the rules of NASDAQ and NYSE MKT. As such, the Company may
avail itself of exemptions relating to the independence of the
Board of Directors and certain Board committees. As permitted by
the NASDAQ rules for "controlled companies," our Board does not
require that the Nominating Committee or the Compensation Committee
be comprised solely of independent Directors. Additional
information about the committees is provided below.

Practices of
our Board of Directors

Our business and affairs are managed under the
direction of our Board of Directors. The primary responsibilities
of our Board of Directors are to provide oversight, strategic
guidance, counseling and direction to our management. The
Board of Directors is currently composed of five
members. Assuming the election of our Director Nominees, the Board
of Directors will be comprised of five members effective at the
Annual Meeting. All actions of the Board of Directors require the
approval of a majority of the Directors in attendance at a meeting
at which a quorum is present. A quorum is a majority of the Board
of Directors.

In 2017, the Board held five
meetings and the committees of the Board held a total of 12
meetings. Each Director attended 100% of the meetings of the Board
and the committees on which he served during
2017. The independent Directors met two
times in Executive Session in 2017. While we do not have a written
policy with regard to Directors' attendance at annual meetings of
stockholders, all of the Directors attended the Annual Meeting of
Stockholders in May 2017.

Committees of the Board of Directors and
Director Independence

Our Board has an Audit Committee, a
Compensation Committee, an Executive Committee and a Nominating
Committee. The current members of the committees are set forth in
the following table:

Director

Audit
Committee

Compensation
Committee

Executive
Committee

Nominating
Committee

Jay S. Walker

Jonathan Ellenthal

Chair

✓

✓

Jonathan A. Siegel

✓

✓

Nathaniel J. Lipman

✓

✓

Chair

Chair

Richard J. Salute

Chair

✓

The Board has adopted a written charter for each of
these committees, which is available at the Company's website www.walkerinnovation.com by clicking on
"Investor Relations" and then "Corporate Governance." Stockholders
may also obtain a hard copy of these documents without charge from
us by writing or calling: Joanne Gray, Assistant Secretary, Walker
Innovation Inc., Two High Ridge Park, Stamford, CT 06905; Tel:
(203) 263-9362.

The Audit Committee

Primary Responsibilities:
The Audit Committee oversees our accounting, financial reporting
process, internal controls and audits, and consults with management
and our independent registered public accounting firm on, among
other items, matters related to the annual audit, the published
financial statements and the accounting principles applied. As part
of its duties, the Audit Committee appoints, evaluates and retains
our independent registered public accounting firm. It maintains
direct responsibility for the compensation, termination and
oversight of our independent registered public accounting firm and
evaluates its qualifications, performance and independence. The
Audit Committee also monitors compliance with our policies on
ethical business practices and reports on these items to the Board.
The Audit Committee has established policies and procedures for the
pre-approval of all services provided by our independent registered
public accounting firm. Our Audit Committee is comprised of Messrs.
Lipman and Salute; Mr. Salute is the Chairman of the Audit
Committee.

Independence: Each member of
the Audit Committee meets the independence requirements as defined
by the rules of NASDAQ and the Securities Exchange Act of 1934 (the
"Exchange Act"). Each member of the Audit Committee is financially
literate, knowledgeable and qualified to review financial
statements. The Board has determined that Mr. Salute, is an "Audit
Committee financial expert," as defined under the Exchange Act, and
is independent as defined by the rules of NASDAQ.

The Compensation Committee

Primary Responsibilities:
The Compensation Committee determines all compensation for our
Chief Executive Officer; reviews and approves corporate goals
relevant to the compensation of our Chief Executive Officer and
evaluates our Chief Executive Officer's performance in light of
those goals and objectives; reviews and approves objectives
relevant to other executive officers' compensation; reviews and
approves the compensation of other executive officers in accordance
with those objectives; administers our stock option plans; approves
severance arrangements and other applicable agreements for
executive officers; and consults generally with management on
matters concerning executive compensation and on pension, savings
and welfare benefit plans where Board or stockholder action is
contemplated with respect to the adoption of or amendments to such
plans. Our Compensation Committee is comprised of Messrs.
Ellenthal, Lipman and Salute; Mr. Ellenthal is the Chairman of the
Compensation Committee.

Independence: Because the
Company is a "controlled company" under NASDAQ rules the Company
has decided to avail itself of the NASDAQ controlled company
exemption pertaining to Compensation Committee
membership.

The Executive Committee

Primary Responsibilities:
The Executive Committee exercises all the powers of the Board of
Directors in the management of the business and affairs of the
Company between meetings of the Board of Directors, to the fullest
extent permitted under Delaware law. Our Executive Committee is
comprised of Messrs. Ellenthal, Lipman and Siegel; Mr. Lipman is
the Chairman of the Executive Committee.

The Nominating Committee

Primary Responsibilities:
The Nominating Committee considers and makes recommendations on
matters related to the practices, policies and procedures of the
Board and takes a leadership role in shaping our corporate
governance. As part of its duties, the Nominating Committee
assesses the size, structure and composition of the Board and its
committees, coordinates evaluation of Board performance and reviews
Board compensation. The Nominating Committee also acts as a
screening and nominating committee for candidates considered for
election to the Board of Directors. In this capacity it concerns
itself with the composition of the Board with respect to depth of
experience, balance of professional interests, required expertise
and other factors. The Nominating Committee evaluates prospective
nominees identified on its own initiative or referred to it by
other Board members, management, stockholders or external sources
and all self-nominated candidates. The Nominating Committee makes
recommendations on organization, succession, consultantships and
similar matters where Board approval is required. Our Nominating
Committee is comprised of Messrs. Ellenthal, Lipman and Siegel; Mr.
Lipman is the Chairman of the Nominating Committee.

The Nominating Committee, among other things,
recommends nominees for election as members of the Board; considers
and makes recommendations regarding Board
practices and procedures; and considers corporate governance issues
that arise from time to time and develops appropriate
recommendations for the Board regarding such matters.

Each committee reports regularly to the Board
and has the authority to engage its own
advisors.

Compensation
Committee Interlocks and Insider Participation

With the exception of Mr. Walker,
who is the chairman and founder of Walker Digital and beneficially
owns a majority of the issued and outstanding equity interests in
Walker Digital, and Mr. Ellenthal, who was our Chief Executive
Officer from September 18, 2013 until February 3, 2017, and is
currently our Vice Chairman, there is no other member of our
Compensation Committee who served during our last completed fiscal
year and who at any time has been an officer or employee of ours or
our subsidiaries, or who had any relationship requiring disclosure
as a related party transaction. On May 24, 2017, pursuant to a
Release and Settlement Agreement described more fully below, Walker
Digital returned to the Company shares of its Common Stock having a
value of $125,000. On December 18, 2017, pursuant to an agreement
approved by the Audit Committee on December 6, 2017, Walker Digital
returned to the Company shares of its Common Stock having a value
of $157,000, in reimbursement of legal fees and expenses paid by
the company on behalf of Walker Digital in connection with the
Third Party Settlement.

No interlocking relationship exists between our Board of Directors or Compensation Committee and the
Board of Directors or Compensation Committee of any other company,
nor has any interlocking relationship existed in the
past.

The positions of Chief Executive Officer
and Chairman of our Board of Directors are held by
different persons. The Executive Chairman of our Board of
Directors, Jay S. Walker, chairs the Director and Stockholder
Meetings and participates in preparing their agendas. Mr. Walker
serves as a focal point for communication between management and
the Board of Directors between Board meetings, although there is no
restriction on communication between Directors and management.
Jonathan Siegel serves as our Chief Executive Officer and, assuming
the election of our Director Nominees, will continue to serve as a
member of our Board of Directors. We believe that these
arrangements afford the independent members of our Board of
Directors sufficient resources to supervise management effectively,
without being overly engaged in day-to-day operations.

The Board has not designated a lead director. Given
the limited number of Directors comprising the Board, the
independent Directors call and plan their executive sessions
collaboratively and, between Board meetings,
communicate with management and one another directly. Under the
circumstances, the Directors believe that formalizing a lead
director function might detract from, rather than enhance,
performance of their responsibilities as Directors.

Board Role
in Risk Oversight

The Board of Directors is responsible for the
oversight of risk management related to the Company and its
business and accomplishes this oversight through regular reporting
by the Audit Committee. The Audit Committee assists the Board of Directors by periodically reviewing the
accounting, reporting and financial practices of the Company,
including the integrity of our financial statements, the
surveillance of administrative and financial controls and our
compliance with legal and regulatory requirements. Through its
regular meetings with management, including the finance and
internal audit functions, the Audit Committee reviews and discusses
all significant areas of our business, including credit policies,
internal controls, accounting policies and procedures and
summarizes for the Board of Directors areas of risk and the
appropriate mitigating factors.

Board
Independence Standards for Directors

To be considered "independent" for
purposes of membership on the Company's Board of Directors, the
Board must determine that a Director has no material relationship
to the Company, including any of its subsidiaries, other than as a
Director. For each Director, the Board broadly considers all
relevant facts and circumstances. In making a determination that a
Director is independent, the Board considers the standards and
categories of relationships described below to be material. The
Board reviews at least annually whether Directors meet these
Director Independence Standards.

The Board has determined that each of Messrs. Lipman and Salute is "independent" under the
independence standards of NASDAQ and applicable SEC
rules.

In addition to the foregoing, in order to be
considered "independent" under NASDAQ rules for
purposes of serving on the Company's Audit Committee or
Compensation Committee, a Director also may not accept, directly or
indirectly, any consulting, advisory or other compensatory fee from
the Company, other than as a Director, and may not be an
"affiliated person" of the Company. Audit Committee members may
receive Directors' fees and fixed payments for prior service with
the Company. The Board has determined that each member of the Audit
Committee and each independent member of the Compensation Committee
meets these additional independence requirements.

Communications with the Board of Directors

Stockholders can mail communications to the Board of
Directors, c/o Joanne Gray, Assistant Secretary,
Walker Innovation Inc., Two High Ridge Park, Stamford, CT 06905,
who will forward the correspondence to each addressee.

Director Nominees Recommended by
Stockholders

The Nominating Committee will consider director
candidates recommended by stockholders. The
Nominating Committee uses the same criteria for evaluating
candidates nominated by stockholders and self-nominated candidates
as it does for those proposed by other Board members, management
and search firms. Potential nominees to the Board of Directors are
required to have such experience in business or financial matters
as would make such nominee an asset to the Board of Directors and
may, under certain circumstances, be required to be "independent",
as such term is defined under Rule 5605 of the listing standards of
NASDAQ and SEC regulations. Stockholders wishing to submit the name
of a person as a potential nominee to the Board of Directors must
send the name, address, and a brief (no more than 500 words)
biographical description of such potential nominee to the
Nominating Committee at the following address: Nominating Committee
of the Board of Directors, c/o Joanne Gray, Assistant Secretary,
Walker Innovation Inc., Two High Ridge Park, Stamford, CT 06905.
Potential director nominees will be evaluated by personal
interview, such interview to be conducted by one or more members of
the Nominating Committee, and/or any other method the Nominating
Committee deems appropriate, which may, but need not, include a
questionnaire. The Nominating Committee may solicit or receive
information concerning potential nominees from any source it deems
appropriate. The Nominating Committee need not engage in an
evaluation process unless (i) there is a vacancy on the Board of
Directors, (ii) a Director is not standing for re-election, or
(iii) the Nominating Committee does not intend to recommend the
nomination of a sitting Director for re-election. Although it has
not done so in the past, the Nominating Committee may retain search
firms to assist in identifying suitable director
candidates.

To ensure, among other things, that potential
conflicts of interest are avoided or declared, we have adopted a
Code of Ethics that applies to all of our
Directors, officers and employees. The Code of Ethics is reasonably
designed to deter wrongdoing and promote (i) honest and ethical
conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships, (ii) full, fair, accurate, timely and understandable
disclosure in reports and documents filed with, or submitted to,
the SEC and in other public communications made by us, (iii)
compliance with applicable governmental laws, rules and
regulations, (iv) the prompt internal reporting of violations of
the Code of Ethics to appropriate persons identified in the Code of
Ethics, and (v) accountability for adherence to the Code of Ethics.
This code of ethics is posted on our website. The Internet address
for our website is www.walkerinnovation.com and the code of
ethics may be found from our main web page by clicking first on
"Investor Relations" and then "Corporate Governance" and then "Code
of Ethics." Stockholders may also obtain a hard copy of these
documents without charge from us by writing to Joanne Gray,
Assistant Secretary, Walker Innovation Inc., Two High Ridge Park,
Stamford, CT 06905 or by calling the Company at (203)
963-9362.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

None of our Named Executive Officers or Director
Nominees has, during the past ten years:

(a)

Had any bankruptcy petition filed by or against any
business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years
prior to that time;

(b)

Been convicted in a criminal proceeding or subject
to a pending criminal proceeding;

(c)

Been subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any
type of business, securities, futures, commodities or banking
activities; or

(d)

Been found by a court of competent jurisdiction (in
a civil action), the SEC or the Commodity Futures Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended,
or vacated.

SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our
executive officers, Directors and persons who beneficially own more than 10% of a registered class of our
equity securities to file with the SEC initial reports of ownership
and reports of changes in ownership of our Common Stock and other
equity securities. These executive officers, Directors, and greater
than 10% beneficial owners are required by SEC regulation to
furnish us with copies of all Section 16(a) forms filed by such
reporting persons.

Based solely on our review of such forms furnished
to us, we believe that all filing requirements applicable to our
executive officers, Directors and greater than 10% beneficial
owners were complied with during 2017,
except, Mr. Walker, who filed a Form 4 on
January 3, 2018 (fourteen days late).

POLICY AND
PROCEDURES FOR THE REVIEW OF RELATED PERSON TRANSACTIONS

Pursuant to its charter, the Audit Committee is
responsible for approving all related-party transactions as defined
under Item 404 of Regulation S-K, after reviewing each such
transaction for potential conflicts of interest and other
improprieties.

Jay S. Walker is the chairman and founder of
Walker Digital and beneficially owns a majority of
the issued and outstanding equity interests in Walker Digital.
Additionally, Mr. Walker is the Chief Executive Officer and a
Director of Upsideand Chairman of the
Board of Managers of WDTS.

Jonathan Ellenthal was the Chief
Executive Officer of Walker Digital Management, LLC ("WDM"), a
wholly-owned subsidiary of Walker Digital, owns 8% of the
outstanding equity interests in Walker Digital, and serves as a
Director for many of Walker Digital's subsidiaries. Additionally,
Mr. Ellenthal is an employee and a Director of Upside and Vice
Chairman of WDTS.

●

Nathaniel J. Lipman was a Director of Walker Digital
from March 2013 to September 2013. Additionally,
Mr. Lipman was a Director of Upside from December 2015 to March
2016.

Shared Services Agreements

Walker DigitalManagement, LLC. The Company has a Shared
Services Agreement with WDM ("WDM Shared Services Agreement"). The
cost of such services varies monthly based on the terms of the WDM
Shared Services Agreement. The incurred expenses include but are
not limited to executive compensation, information technology
services and supplies, administrative and general services and
supplies, and rent and utilities, are based either on specific
attribution of those expenses or, where necessary and appropriate,
based on the Company's best estimate of an appropriate proportional
allocation.

The Upside Commerce Group, LLC.In December 2015, the Company entered into the Upside Services
Agreement with Upside (the "Upside Services Agreement"), a company
affiliated with Walker Digital, the Company's controlling
stockholder, regarding the provision of executive management,
marketing, legal and financial consulting services. There are no
set deliverables contemplated by the Upside Services Agreement, and
services are provides as needed pursuant to the hourly rates
(approximately equal to the Company's cost) specified in the Upside
Services Agreement. The Upside Services Agreement expired December
4, 2017.

In connection with the Upside Services Agreement,
the Company was granted the Upside Warrant to purchase limited
liability company interests in Upside at an exercise price of $0.06
per Class A common share (the "Upside
Warrant"), which amount has been determined to equal the fair
market value of such shares as of the date of issuance of the
Upside Warrant. The Upside Warrant was issued to the Company by Jay
Walker, who at the time of issuance, beneficially owned
approximately 37% of the aggregate outstanding limited liability
company interests of Upside on a fully diluted basis, and controls
Walker Digital, the Company's controlling stockholder. The total
Class A common shares that may be purchased pursuant to the
exercise of the Upside Warrant was originally 16,400,000 shares,
equal to approximately 16% of the aggregate outstanding limited
liability company interests of Upside, on a fully diluted basis, at
the time of issuance, and the transfer of such shares to the
Company was subject to certain requirements, including the
provision of an opinion of counsel that such would not result in
Upside being deemed to be a publicly traded partnership for
purposes of U.S. federal income tax law.

The Company entered into a Securities Purchase
Agreement dated as of November 21, 2016 (the "November Purchase
Agreement") in connection with the sale of an aggregate of
2,500,000 Class A Common Shares (the "November Shares") of Upside
at $2.00 per share to a group of accredited investors (the
"Investors") in private resales not requiring registration under
the Securities Act of 1933. The November Shares were issued upon
exercise of the Upside Warrant, granted to
the Company by Jay S. Walker, the controlling stockholder of the
Company, Walker Digital and Upside. The total Class A Common Shares
that could be purchased pursuant to the exercise of the Upside
Warrant was originally 16,400,000 and, following the exercise in
connection with the November Purchase Agreement, was 13,900,000.
The sale of the November Shares to the Investors was consummated
concurrently with entering into the November Purchase
Agreement.

In December 2016, the Company entered into a
Securities Purchase Agreement (the "December Purchase Agreement")
in connection with the sale of an aggregate of 1,250,000 Class A
Common Shares (the "December Shares") of Upside, at $2.00 per share
to an existing investor in Upside in a private resale not requiring
registration under the Securities Act of 1933. The Shares were
issued upon exercise of the Upside Warrant at
a price of $0.06 per share. Giving effect to the sale of the
November Shares and December Shares, the Company raised gross
proceeds of $7.5 million and retained the ability to purchase
12,650,000 Shares of Upside pursuant to the Upside Warrant (then
11% of Upside on a fully diluted basis).

On June 2, 2017, the Company entered into a
Redemption Agreement with Upside to redeem the remaining 12,650,000
Upside Class A Common Shares. Simultaneously with the redemption on
June 2, 2017, the Company acquired the Upside Class A Common Shares
at a price of $0.06 per share pursuant to the Upside Warrant previously granted to the Company. The
Upside Class A Common Shares were redeemed at $1.43182745 per share
as approved by the Company's Audit Committee. Net proceeds from the
transaction after giving effect to fees and the exercise price was
approximately $16.8 million. After giving effect to the transaction
described above, the Company no longer retains an equity interest
in Upside.

Other Arrangements

On July 11, 2013, the Company
entered into standard indemnification agreements, which became
effective September 18, 2013 with our Directors and executive
officers. Directors and executive officers who joined the Company
subsequent to September 18, 2013 entered into standard
indemnification agreements concurrent with joining the
Company.

On November 28, 2016, the Company entered into a
Release and Settlement Agreement with Walker Digital (the
"Settlement Agreement") relating to rights to
indemnification from Walker Digital as a consequence of a
settlement with a third party. The terms of the Settlement
Agreement were approved by the Audit Committee of the Company. The
Settlement Agreement required Walker Digital to pay the Company
$125,000 in cash, or to return to the Company shares of its common
stock having a value of $125,000 within six months following the
date of the Settlement Agreement and acknowledged the direct and
indirect benefits received by the Company from Walker Digital in
connection with the sale of shares of Upside by the Company in the
November Purchase Agreement as part of the consideration received
in connection with the release of the Company's indemnification
claims against Walker Digital. On May 24, 2017, Walker Digital
returned to the Company shares of its Common Stock having a value
of $125,000. On December 18, 2017, pursuant to an agreement
approved by the Audit Committee on December 6, 2017, Walker
Digital returned to the Company shares of its Common Stock having a
value of $157,000, in reimbursement of legal fees and expenses paid
by the company on behalf of Walker Digital in connection with the
Third Party Settlement.

DIRECTOR
COMPENSATION

The following summary describes the
Company's current director compensation plan for non-employee
directors, which became effective May 3, 2017. Differences in the
director compensation plans for non-employee directors in effect
prior to May 3, 2017 are described in the footnote
below(2). Cash
compensation was pro-rated tor the period each plan was in
effect.

SupplementalAnnualFees for Committee Members and Chairs(payable quarterly
- management ineligible for fees):

Audit Committee Chair (Independent)

$

20,000

Compensation Committee
Chair

$

10,000

Executive Committee Chair (other than Executive
Chairman)

$

10,000

Nominating Committee
Chair

$

10,000

Audit, Compensation, Executive, and Nominating
Committee Member, other than Chair

$

5,000

The Annual Cash Compensation retainer payments are
payable in equal quarterly installments. Additionally, the Annual Cash Compensation retainer payments
are paid pro-rata from a director's date of appointment to the
Board until the next Annual Meeting of Stockholders.

One-Time Stock Option Grants (to be granted upon
joining the Board of Directors):

Board Member (Independent Only)

50,000 shares of Common Stock

Executive Committee Member (Independent Only)

25,000 shares of Common Stock

Committee Chair (Independent Only)

20,000 shares of Common Stock

Expense Reimbursement
Policy:

The Company shall reimburse its
independent, and non-management and not independent Board members
for ordinary and necessary out of pocket expenses (e.g., travel,
hotel, and meals) incurred in connection with Board
activities.

2 The Company's
compensation plans for non-employee Directors in effect from August
4, 2016 to May 2, 2017 differed from the current plan described
above as follows: (i) the Annual Cash Retainer for Board Members
(other than Executive Chairman) was $50,000; (ii) the Supplemental
Annual Fees for Committee Members and Chairs were $25,000 for Audit
Committee Chair (Independent), $15,000 for Compensation Committee
Chair, $25,000 ($0 from August 4, 2016 to February 14, 2017) for
Executive Committee Member (other than Executive Committee
Chairman), $15,000 for Nominating Committee Chair, and $10,000 for
Audit, Nominating and Compensation Committee Member, other than
Chair; (iii) if the Company held Board or Committee meetings in
addition to quarterly meetings, members were compensated $2,500 for
in-person attendance and $1,000 for telephonic attendance at such
additional meetings; and (iv) Executive Committee Members
(Independent Only) were eligible to receive one-time stock option
grants upon joining the Board of 100,000 shares.

These amounts represent the Annual Cash
Compensation Retainer for Board Service and the Supplemental Fees
for committee members and chairs.

(2)

Reflects the aggregate grant date fair value of
stock options granted in the respective fiscal year to the
Non-employee Directors computed in accordance with ASC Topic
718.

(3)

Mr. Ellenthal was a non-employee director from
February 3, 2017 to December 31, 2017. He waived his Annual Cash
Retainer Fee from May 3, 2017 to May 3, 2018.

OWNERSHIP OF
SHARES

The Company has two classes of
stock outstanding, its Common Stock and its Series B Convertible
Preferred Stock. Shares of Series B Convertible Preferred Stock are
convertible on a one-for-one basis into shares of our Common Stock.
The holders of the Company's Common Stock are entitled to one vote
per share of Common Stock held on all matters submitted to a vote
of stockholders, and holders of Series B Convertible Preferred
Stock are entitled to cast an aggregate of 80% of the total votes
that may be cast on all matters presented to the stockholders. The
holders of our Common Stock have equal rights to receive dividends,
when and if declared by our Board of Directors, out of funds
legally available for such purpose, and holders of our Series B
Convertible Preferred Stock will receive the equivalent amount of
any dividends as the holders of our Common Stock, on an as
converted basis. In the event of liquidation, holders of our Common
Stock are entitled to share ratably in our net assets available for
distribution to stockholders, and holders of Series B Convertible
Preferred Stock will receive the equivalent amount of liquidation
proceeds as the holders of our Common Stock, on an as converted
basis. The table below sets forth the number and percentage of
shares of our Common Stock beneficially owned as of March 26, 2018,
by the following persons: (i) stockholders known to us who own 5%
or more of our outstanding shares, (ii) each of our Directors and
Named Executive Officers, and (iii) our Directors and Named
Executive Officers as a group.

Except as otherwise set forth
below, the address of each of the persons listed below is Walker
Innovation Inc., Two High Ridge Park, Stamford, CT 06905. Unless
otherwise indicated, the Common Stock beneficially owned by a
holder includes shares owned by a spouse, minor children and
relatives sharing the same home, as well as entities owned or
controlled by the named person, and also includes options to
purchase shares of our Common Stock exercisable within 60 days that
have been granted under our Long-Term Incentive Plans, as defined
below.

The number of shares of Common Stock includes
shares owned and exercisable options (including options that will
be exercisable within 60 days after March 26, 2018).

(2)

Includes shares owned beneficially or deemed to be
owned beneficially by Walker Digital, LLC and with respect to which
may be deemed to have shared voting and investment power with Jay
S. Walker as follows:

(a)

1,661,242 shares of Common Stock; and

(b)

14,999,000 shares of Series B Convertible Preferred
Stock, which are convertible at the option of the holder thereof,
at any time and from time to time, into an equal number of shares
of our Common Stock. As a result, of the voting power of the Series
B Convertible Preferred Stock, Walker Digital, LLC may be deemed to
beneficially own an additional 11,994,800 shares of Common Stock
due to the voting power conferred upon such holder by the Series B
Convertible Preferred Stock it holds.

(3)

Each share of Series B Convertible Preferred Stock,
is convertible at the option of the holder thereof, at any time and
from time to time, into one share of Common Stock. All shares of
Series B Convertible Preferred Stock will vote together with the
Common Stock on all matters to which stockholders are entitled to
vote. The holder of the Series B Convertible Preferred Stock is
entitled to cast 80% of the total votes that may be cast with
respect to any such matter.

(4)

Based on a Schedule 13G/A filed by
Genesis Capital Advisors LLC ("GCA") and Genesis Opportunity Fund,
LP ("GOF") on February 12, 2018. Represents 1,535,529 shares of
Common Stock held by GOF and 1,878,329 shares of Common Stock
beneficially owned by GCA, which is the investment manager of GOF.
Ethan Benovitz and Jaime Hartman, as individuals, act as
co-investment managers to the GOF and as managing members of GCA.
Accordingly, Messrs. Benovitz and Hartman may be deemed to
beneficially own 1,878,329 shares of Common Stock. As set forth in
the Schedule 13G/A each of GCA, GOF, and Messrs. Benovitz and
Hartman have disclaimed beneficial ownership of such securities
except to the extent of their pecuniary interest therein. The
business address of GCA is 1212 Avenue of the Americas,
19thFloor, New
York, NY 10036.

Based upon a Schedule 13G and a
Form 4 filed by Del Mar Asset Management, LP on February 24 and 26,
2014, respectively. Represents 2,028,900 shares of Common Stock
held by Del Mar Master Fund, Ltd., a Cayman Islands exempted
company (the ''Master Fund'') and 458,863 shares of Common Stock
held by RockMaple Concentrated Alpha Trust, a Cayman Islands
exempted company (''RockMaple''). David Freelove is the managing
member of Del Mar Management, LLC, a Delaware limited liability
company (the ''GP''). The GP is the general partner of Del Mar
Asset Management, LP, a Delaware limited liability company
(''DMAM''), and as such, directs DMAM's operations. DMAM serves as
the investment manager of the Master Fund. Mr. Freelove has sole
voting or investment control over shares held by RockMaple. The
business address of Del Mar Asset Management, LP is One Grand
Central Place, 60 East 42ndStreet, Suite 450, New York, NY 10165.

(7)

Includes shares owned beneficially or deemed to be
owned beneficially by Jay S. Walker as follows:

(a)

287,295 shares of Common Stock directly and with
respect to which he has sole voting and investment power; and

(b)

1,661,242 shares of Common Stock and 14,999,000
shares of Series B Convertible Preferred Stock, which are
convertible at the option of the holder thereof, at any time and
from time to time, into an equal number of shares of our Common
Stock with respect to which may be deemed to have shared voting and
investment power with Walker Digital, LLC. As a result of the
voting power of the Series B Convertible Preferred Stock, Walker
Digital, LLC may be deemed to beneficially own an additional
11,994,800 shares of Common Stock due to the voting power conferred
upon such holder by the Series B Convertible Preferred Stock it
holds.

(8)

Represents shares of Common Stock underlying stock
options owned beneficially or deemed to be owned beneficially by
Jonathan A. Siegel.

(9)

Represents shares of Common Stock underlying stock
options owned beneficially or deemed to be owned beneficially by
Kara B. Jenny.

Includes shares owned beneficially or deemed to be
owned beneficially by Jonathan Ellenthal as follows:

(a)

71,825 shares of Common Stock directly and with
respect to which he has sole voting and investment power;

(b)

1,200,000 shares of Common Stock underlying stock
options; and

(c)

excludes Mr. Ellenthal's 8% ownership in Walker
Digital, LLC.

(11)

Represents shares of Common Stock underlying stock
options owned beneficially or deemed to be owned beneficially by
Nathaniel J. Lipman.

(12)

Represents shares of Common Stock underlying stock
options owned beneficially or deemed to be owned beneficially by
Richard J. Salute.

(13)

See notes (1) and (7) through (12).

SUMMARY
COMPENSATION TABLE

The following table sets forth the
cash and other compensation paid by us to our executive officers,
whom we collectively refer to as the ''Named Executive Officers'',
for the periods indicated. There are no other executive officers
who received total compensation greater than $100,000 in
2017.

Name and Principal Position

Year

Salary($)

Bonus($)

StockAwards
($)

OptionAwards(1)($)

All OtherCompensation
($)

Total($)

Jonathan A. Siegel

Chief Executive Officer and

2017

$

368,333

$

40,000

$

-

$

74,867

$

-

$

483,200

Secretary

2016

350,000

-

-

90,816

-

440,816

Kara B. Jenny

Chief Financial Officer

2017

329,000

20,000

-

76,763

-

425,763

2016

329,000

15,000

-

53,338

-

397,338

(1)

Reflects the aggregate grant date fair value of
stock options granted in the respective fiscal year to the Named
Executive Officers computed in accordance with ASC Topic 718. On
January 12, 2017, the compensation committee of the Company's Board
of Directors, and Walker Digital, a stockholder entitled to vote
2,358,500 shares of the Company's Common Stock and 14,999,000
shares of Series B Preferred Stock, representing, collectively,
approximately 82.3% of the outstanding voting stock of the Company
entitled to vote on such date with respect to such corporate
actions, approved a one-time stock Option Repricing program (the
"Option Repricing") to permit the Company to reprice certain
options to purchase the Company's Common Stock held by its current
directors, officers and employees (the "Eligible Options"), which
actions became effective on the twentieth calendar day following
the mailing to the Company's stockholders of the definitive
Information Statement on Schedule 14C filed with the Securities and
Exchange Commission, which effectiveness date was February 19,
2017. Under the Option Repricing, as of the date the Option
Repricing became effective, Eligible Options with an exercise price
at or above $1.37 per share (representing an aggregate of 2,743,000
options, or 58% of the total outstanding options) were amended to
reduce such exercise price to the average daily volume weighted
average closing price of the Common Stock on the OTCQB for the 20
trading day period immediately following such effective date or, if
greater, the closing price of a share of the Company's Common
Stock, as reported by the OTCQB on the business day immediately
prior thereto (February 17, 2017). The amended exercise price for
the Eligible Options under the Option Repricing is $0.43 per
share.

Employment
Agreements

The material terms of each Named Executive
Officer's employment agreement are described
below:

Jonathan A. Siegel. We
entered into an employment agreement and non-competition and
confidentiality agreement in February 2014 with Jonathan A. Siegel,
our Chief Executive Officer and Secretary. Pursuant to that
employment agreement, Mr. Siegel was entitled to an annual base
salary of $350,000, an annual bonus opportunity with a target of
50% of his annual base salary and options to purchase 500,000
shares of our Common Stock. The initial term of the employment
agreement expired February 14, 2017 and thereafter renews for one
year terms, unless earlier terminated. In February 2017, in
connection with his election as Chief Executive Officer, Mr.
Siegel's annual base salary was increased to $370,000.

Kara B. Jenny. We entered
into an employment agreement and non-competition and
confidentiality agreement in May 2014 with Kara Jenny, our Chief
Financial Officer. Pursuant to that employment agreement, Ms. Jenny
is entitled to an annual base salary of $329,000, an annual bonus
opportunity with a target of 30% of her annual base salary and
options to purchase 300,000 shares of our Common Stock. The initial
term of the employment agreement expired May 27, 2017 and
thereafter renews for one year terms, unless earlier
terminated.

The Long-Term Incentive Plans,
which provide for the granting of restricted stock awards, deferred
stock unit awards, stock option awards and other equity and cash
awards, were adopted for the purpose of encouraging key employees,
consultants and Directors who are not employees to acquire a
proprietary interest in the growth and performance of the Company.
The Compensation Committee has the authority to determine the
amount, type and terms of each award, but may not grant awards
under the Long-Term Incentive Plans, in any combination, for more
than 1,000,000 shares of the Company's Common Stock to any
individual during any calendar year.

As of December 31, 2017, 678,510
shares of Common Stock remain eligible to be issued under the
Long-Term Incentive Plans.

Outstanding Equity Awards at Fiscal Year-End

The following table presents information regarding
unexercised option awards for each Named Executive
Officer as of the end of the fiscal year ended December 31,
2017:

Name

Grant Date

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable

Option
Exercise

Price
($)

Option
Expiration
Date

Jonathan A. Siegel

2/14/2014

425,000

(1)

0

(1)

$

0.43

2/14/2024

2/14/2015

50,000

(1)

25,000

(1)

0.43

2/14/2025

3/17/2016

400,000

0

0.36

3/17/2026

(2)

5/12/2016

99,996

100,004

0.26

5/12/2026

(2)

2/10/2017

83,330

16,670

0.43

2/10/2027

(2)

2/10/2017

0

(1)

150,000

0.43

2/10/2027

(2)

Kara B. Jenny

5/27/2014

200,000

(1)

100,000

(1)

0.43

5/27/2024

3/17/2016

400,000

0

0.36

3/17/2026

(2)

9/8/2017

0

(1)

250,000

(1)

0.39

9/8/2027

(2)

(1)

Stock options become exercisable or vest in thirds
beginning on the first anniversary of the grant date and the next
two anniversaries of the grant date thereafter, assuming continued
employment and subject to possible acceleration upon the occurrence
of certain events, and stock options expire ten years from the
grant date.

(2)

In the event of a termination other than for cause
vested stock options shall remain exercisable until the earlier of
five years following the date of termination or the expiration
date.

The following table contains information about our
Common Stock that may be issued under our equity
compensation plans as of December 31,
2017:

As of December 31, 2017, 678,510 shares of Common
Stock remain eligible to be issued under the Long-Term Incentive
Plans.

AUDIT COMMITTEE REPORT

The role of the Audit Committee is to assist the
Board of Directors in its oversight of our financial reporting
process. As set forth in the charter, our
management is responsible for the preparation, presentation and
integrity of our financial statements, accounting and financial
reporting principles and internal controls and procedures designed
to assure compliance with accounting standards and applicable laws
and regulations. The independent auditors are responsible for
auditing our financial statements and expressing an opinion as to
their conformity with generally accepted accounting
principles.

In the performance of this oversight function, the
Audit Committee has reviewed and discussed the
audited financial statements for the fiscal year ended December 31,
2017 with management, and has discussed with the independent
auditors the matters required to be discussed by Statement of
Auditing Standards No. 61, Communication with Audit Committee, as
currently in effect. The Audit Committee has received the written
disclosures and the letter from the independent auditors required
by Independence Standards Board Standard No. 1, Independence
Discussions with audit committees, as currently in effect, and has
discussed with the independent auditors the independent auditors'
independence; and based on the review and discussions referred
above, the Audit Committee recommended to the Board of Directors
that the audited financial statements be included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2017 for
filing with the SEC.

The members of the Audit Committee are not
professionally engaged in the practice of auditing or accounting,
are not experts in the fields of accounting or auditing, including
in respect of auditor independence. Members of the Audit Committee rely without independent verification on the
information provided to them and on the representations made by
management and the independent accountants. Accordingly, the Audit
Committee's oversight does not provide an independent basis to
determine that management has maintained appropriate accounting and
financial reporting principles or appropriate internal control and
procedures designed to assure compliance with accounting standards
and applicable laws and regulations. Furthermore, the Audit
Committee's consideration and discussions referred to above do not
assure that the audit of our financial statements has been carried
out in accordance with generally accepted accounting principles or
that our auditors are in fact "independent."

Based upon the reports, review and
discussions described in this report, and subject to the
limitations on the role and responsibilities of the Audit Committee
referred to above and in the Audit Committee Charter, the Audit
Committee recommended to our Board of Directors that the audited
financial statements be included in our Annual Report on Form 10-K
for the year ended December 31, 2017, filed with the
SEC.

The Audit Committee has selected Marcum, LLP to
serve as our independent accountants for the year ending December
31, 2018. A representative of Marcum, LLP is
expected to be present at the Annual Meeting and will have an
opportunity to make a statement if he or she so desires. The
representative also is expected to be available to respond to
appropriate questions from stockholders.

If stockholders fail to ratify the appointment, the
Audit Committee will reconsider its appointment of
Marcum, LLP.

Services and Fees of Independent Accountants

The following chart sets forth public accounting
fees paid to Marcum, LLP during the years ended
December 31, 2017 and 2016:

Marcum, LLP

2017

2016

Audit Fees

$

122,000

$

164,000

Audit-Related Fees

2,000

12,000

Tax Fees

-

9,000

All Other Fees

-

-

Total

$

124,000

$

185,000

Audit Fees were for professional
services for the audit of our annual financial statements and the
review of the financial statements included in our quarterly
reports on Forms 10-Q, and services that are normally provided by
Marcum, LLP in connection with statutory and regulatory filings or
engagements for that fiscal year.

Audit-related fees consist of
services by Marcum, LLP that are reasonably related to the
performance of the audit or review of our financial statements and
are not reported above under Audit Fees. We incurred these fees in
connection with the preparation of registration statements.
Audit-related fees also included out of pocket expenses incurred
during the course of performing audit or review of our financial
statements for the respective fiscal year.

Pre-Approval of Services

The Audit Committee appoints the independent
accountant each year and pre-approves the audit
services. The Audit Committee Chair is authorized to pre-approve
specified non-audit services for fees not exceeding specified
amounts, if he promptly advises the other Audit Committee members
of such approval. All of the services described under the caption
"Audit Fees" were pre-approved.

The Board of Directors recommends a vote FOR
the proposal to ratify the appointment of Marcum, LLP as
independent auditors of the Company for the fiscal year ending
December 31, 2018.
Proxies received by the Board will be so voted unless a contrary
choice is specified in the proxy.

GENERAL

Management does not know of any matters other than
those stated in this Proxy Statement that are to be presented for
action at the Annual Meeting. If any other matters
should properly come before the Annual Meeting, it is intended that
proxies in the accompanying form will be voted on any such other
matters in accordance with the judgment of the persons voting such
proxies. Discretionary authority to vote on such matters is
conferred by such proxies upon the persons voting them.

We will bear the cost of preparing, printing,
assembling and mailing the Proxy Statement and
other material that may be sent to stockholders in connection with
this solicitation. It is contemplated that brokerage houses will
forward the proxy materials to beneficial owners at our request. In
addition to the solicitation of proxies by use of the mails,
officers and regular employees of Walker Innovation may solicit
proxies without additional compensation, by telephone or other
electronic means. We may reimburse brokers or other persons holding
stock in their names or the names of their nominees for the
expenses of forwarding soliciting material to their principals and
obtaining their proxies.

We file annual, quarterly and current reports, proxy
statements and other documents with the SEC under the Exchange Act.
Walker Innovation's SEC filings made
electronically through the SEC's EDGAR system are available to the
public at the SEC's website at http://www.sec.gov . You may
also read and copy any document we file with the SEC at the SEC's
public reference room located at 100 F Street, N.E., Washington,
D.C. 20549-1004. Please call the SEC at (800) SEC-0330 for further
information on the operation of the public reference
room.

We will only deliver one Proxy Statement to multiple
stockholders sharing an address unless we have received contrary
instructions from one or more of the stockholders. Upon written or
oral request, we will promptly deliver a separate
copy of this Proxy Statement and any future annual reports and
proxy or information statements to any stockholder at a shared
address to which a single copy of this Proxy Statement was
delivered, or deliver a single copy of this Proxy Statement and any
future annual reports and proxy or information statements to any
stockholder or holders sharing an address to which multiple copies
are now delivered. You should direct any such requests to the
Company at following address: Joanne Gray, Assistant Secretary,
Walker Innovation Inc., Two High Ridge Park, Stamford, CT
06905.

Walker Innovation will provide without charge to
each person being solicited by this Proxy Statement, on the written
request of any such person, a copy of our Annual Report on Form
10-K for the year ended December 31, 2017 (as
filed with the SEC), including the financial statements contained
therein. All such requests should be directed to Joanne Gray,
Assistant Secretary, Walker Innovation Inc., Two High Ridge Park,
Stamford, CT 06905.

OTHER
MATTERS TO BE PRESENTED AT THE ANNUAL MEETING

The Company did not have notice, as of March 1, 2018, of any matter to be presented for action at the
Annual Meeting, except as discussed in this Proxy Statement. The
persons authorized by the accompanying form of proxy will vote in
their discretion as to any other matter that comes before the
Annual Meeting.

STOCKHOLDER PROPOSALS

The Annual Meeting of Stockholders for the fiscal
year ending December 31, 2018 is expected to be
held in May 2019. Any stockholder proposal intended to be included
in our proxy statement and form of proxy for presentation at the
2019 Annual Meeting of Stockholders pursuant to Rule 14a-8 under
the Exchange Act must be received by us not later than December 15,
2018. As to any proposal submitted for presentation at the 2019
Annual Meeting of Stockholders outside the processes of Rule 14a-8,
the proxies named in the form of proxy for the 2019 Annual Meeting
of Stockholders will be entitled to exercise discretionary
authority on that proposal unless we receive notice of the matter
on or before February 27, 2019.